Online Customer Agreement (V.2012-05-14)

NOTICE: THIS DOCUMENT CONTAINS IMPORTANT AGREEMENTS, DISCLOSURES, TERMS OF USE, WAIVERS OF LIABILITY AND OTHER PROVISIONS WHICH ARE PART OF YOUR ACCOUNT APPLICATION AND AGREEMENT.

A. This website is operated by Pennaluna & Company Inc., a FINRA broker-dealer

B. You use this site with the understanding that any information provided here does not constitute legal, accounting, investment or other professional advice and is not an offer or solicitation of an offer to sell or buy specific securities. This website has been compiled in good faith by Pennaluna & Company and information herein is obtained from sources considered to be reliable, but is not guaranteed to be complete or accurate, and no representation or guarantee is made as to the completeness or accuracy of the information the site contains. Pennaluna & Company and any third party information provider(s) accept no responsibility or liability for any damages incurred by visitors to the site as a result of incorrect, delayed or omitted information arising from any cause whatsoever, including error or negligence, except their own willful tortious misconduct or gross negligence. Pennaluna & Company reserves the right to add, modify or delete any information at any time.

C. Any links in this site that allow you to leave the site are provided as a service to you and the linked sites are not under the control of Pennaluna & Company, except in the single instance of the Pennaluna & Company website. Other than that single site, Pennaluna & Company has no control over and is not responsible for the contents of any linked site or any links contained in a linked site and the inclusion of any link on this site does not imply endorsement by Pennaluna & Company of the linked-to site.

D. ALL INFORMATION ON THE SITE, INCLUDING INFORMATION THAT IS LINKED TO FROM THIS SITE, IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERRORS AS WELL AS OTHER FACTORS, PENNALUNA & COMPANY AND THIRD PARTY INFORMATION PROVIDERS ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE INFORMATION AND MAKE NO REPRESENTATIONS OF AND HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO USERS, INCLUDING ANY WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNLESS DUE TO THEIR OWN WILLFUL TORTIOUS MISCONDUCT OR GROSS NEGLIGENCE, PENNALUNA & COMPANY AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND AFFILIATES SHALL HAVE NO LIABILITY IN TORT, CONTRACT, OR OTHERWISE (AND AS PERMITTED BY LAW, PRODUCT LIABILITY) TO YOU AND/OR ANY THIRD PARTY, AND SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY FOR ANY LOST PROFITS OR LOST OPPORTUNITY, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF PENNALUNA & COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

E. With respect to trading at Pennaluna & Company, we advise you and you acknowledge your understanding and agreement that response times may vary significantly due to a variety of factors that include trading volumes, market conditions, system performance and other factors and that delays may therefore sometimes be encountered.

F. By your use of this site, you agree to hold harmless Pennaluna & Company and its affiliates and officers, directors, employees and agents from any and all claims for losses of any kind arising from your use in any way, including by way of illustration and not limitation lost profits, lost opportunities, indirect, special, incidental, consequential, punitive, or other damages arising from any cause whatsoever, except when arising from their own willful tortious misconduct or gross negligence.

G. DISCLOSURE STATEMENT REGARDING ORDER FLOW The Securities and Exchange Commission requires all registered broker-dealers to disclose their policies regarding their receipt of "payment for order flow." The commission defines "payment for order flow" as "any monetary payments, services, property, or other benefits that result in remuneration, compensation, or consideration to a broker or dealer from any broker or dealer, national securities exchange, registered securities association or exchange member in return for the routing of customer orders by such broker or dealer to any broker or dealer, national securities exchange, registered securities association, or exchange member for execution, including but not limited to research, clearance, custody, products or services, reciprocal agreements for the provision of order flow adjustment of a broker or dealer's unfavorable trading errors, effort to participate as underwriter in public offerings; stock loans or shared interest accrued thereon; discounts, rebates, or any other reductions of or credits against any fee to, or expense or other financial obligation of, the broker or dealer routing a customer order that exceeds that fee, expense or other financial obligation”. As has been common practice in the securities industry, Pennaluna & Company or related parties may receive remuneration for the equity order flow routed for customer orders. Such orders are executed at prices equal to or better than the displayed national best bid/offer price. Not all orders are so directed nor are rebates available in many instances and where such arrangements exist they are subject to a number of conditions. When received, such remuneration may be used to help defray the firm’s aggregate cost of executing trades or other business purposes.

H. SEC RULE 606 DISCLOSURE This Rule requires all broker-dealers that route orders in equity and option securities to make available quarterly reports that present a general overview of their routing practices. The reports must identify the significant venues to which customer orders were routed for execution during the applicable quarter and disclose the material aspects of the broker-dealer's relationship with such venues. Pennaluna’s reports under this rule may be viewed at http://www.penntrade.com/orderflow.html. A written copy will be furnished on request without charge to customers of disclosure of the identity of the venue to which the customer's orders were routed for execution in the six months prior to the request, whether the orders were directed orders or non-directed orders, and the time of the transactions, if any, that resulted from such orders.

Pennaluna & Company Privacy Policy (June 1, 2001)

Pennaluna & Company has been protecting customer privacy for many years. This will tell you more about our commitment to your privacy, in accordance with new SEC Regulation S-P.

We don’t ever sell customer information

Pennaluna & Company does not ever sell any type of personal customer information. This includes nonpublic personal information.

Information we may have

To help us give you good service and in order to fulfill obligations imposed on us by law or regulation, we may receive information about you from various sources, including, for example:

How we may share it

Pennaluna may share information it has about you only as lawfully permitted or required for legal or routine business reasons, including maintaining or servicing your account. For instance, we may share information: with regulatory and law enforcement authorities; pursuant to legal process or to protect against fraud; with our securities clearing firm in order to service your account and provide products and services to you; and with anyone if you consent to that sharing, for instance if you want us to release data to a possible lender.

Protection

We maintain physical, electronic and procedural safeguards to help keep information protected from unauthorized access. We compile only the minimum information reasonably necessary for us to meet our obligations to customers and to satisfy requirements imposed by the government. We are a small firm with low employee turnover where everyone knows each other well and works near one another; this helps us to monitor proper use of data, detect misuse, and make sure information is accessed only by those who need it to provide products or services to you.

Who our policy covers

This policy applies to consumers who are customers or former customers of Pennaluna & Company.

Anti-Money Laundering Requirements

The USA PATRIOT Act

The USA PATRIOT Act, signed by President Bush last year, is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. By April 24, 2002, all brokerage firms were required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.

What is money laundering?

Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.

How big is the problem and why is it important?

The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.

What are we required to do to eliminate money laundering?

Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transactions and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to open an account or effect any transactions for you. We thank you for your patience and hope that you will support us in our efforts to deny terrorist groups access to America's financial system. (Produced for members by FINRA)

Pennaluna & Company Business Continuity Plan

As a FINRA broker-dealer, Pennaluna & Company maintains a business continuity plan designed to help us keep operating during emergencies. Parts of our plan rely on the continuing operation of our clearing corporation, National Financial Services, LLC (NFS), which clears trades and maintains your cash and securities. Information about NFS's plan will also be provided to you. Pennaluna's plan addresses key areas of concern, including these:

Possible events that might disrupt our business vary in nature and extent. They might affect only Pennaluna itself, or only the building where we are located, or the entire Coeur d'Alene, Idaho, business district where our main office is situated, or the entire region. We plan to continue to conduct our securities business during all such potential disruptions. To address possible problems, we have entered an agreement with another organization in a metropolitan area about 30 miles from our main office to supply us with a physical location for our employees and the key technology and trading infrastructure needed to continue operations, if ever required. We intend to update our plan as conditions warrant. Changes will be posted at this website. Information on changes may also be obtained by submitting a written request to the firm.

(If you chose to receive your brokerage statements, confirms and other documents electronically, the following will apply.)

Electronic Notification Agreement

To receive electronic notification that documents are available for you to view online in an electronic format rather than receiving paper documents through the U.S. Mail, you must confirm your consent by reviewing and agreeing to the terms and conditions of this Agreement and by indicating your selection(s) on the Web site page provided to you.

Please be sure to read this Agreement in its entirety as it contains important information that is required by law to be provided to you. Currently, certain documents are not included in the electronic notification program and will continue to be delivered to you via U.S. Mail. However, in the future some or all of these documents may be made available for you to view online in accordance with this Agreement. Notification of Availability of Documents

Your Broker/Dealer, National Financial Services LLC (“NFS”) or their agents will notify you by e-mail or other electronic means when an account statement, possibly with related inserts, trade confirmation, or other documentation is available for online viewing. Related inserts may include, but are not limited to, marketing documentation and documentation required to be provided to you pursuant to regulatory rules, such as privacy policies and other important information regarding your account.

Accessing Documents

The electronic notification you receive will include a link or Internet address (URL) where the document(s) can be accessed, viewed and printed.

Changing Selections or Revoking Consent

You generally may revoke your consent to receive electronic notification or change your document delivery preferences at any time subject to certain conditions and limitations that may impact or delay your ability to do so. Unless revoked by you, your consent to receive electronic notification is effective until further notice by your Broker/Dealer, NFS, or their agents. Your Broker/Dealer, NFS and/or their agents reserve the right to revert any documents you have chosen to view online back to paper delivery at any time. You may revoke your consent, change or verify your preferences and update your email address of record by visiting the Web site page provided to you. Please note that if you revoke your election(s), this will result in such document(s) being mailed to you in paper form through the U.S. Mail and you will no longer receive electronic notification when new documents are available to be viewed online.

Accounts in a Household

If you, as part of a household, have consented to electronic notification, such documents will be available online only and will no longer be included within the envelope you currently receive through U.S. Mail containing any other householded documents. However, the account values for all household accounts will continue to be provided on the Consolidated Summary of Accounts statement which will continue to be provided via U.S. Mail and online. In the event that all accounts in the household choose electronic notification, then no documents will be provided via U.S. Mail, including the Consolidated Summary of Accounts statement, which will be available online.

Combined Statements

If you have elected to receive a combined statement, including both your brokerage account information and your bank account information (whether through your Broker/Dealer, investment representative or bank representative), by consenting to electronic notification, herein, you are consenting to view your combined statement through the Internet at the Internet address (URL) provided by your Broker/Dealer. You will no longer receive paper copies of your bank or brokerage account statement by U.S. mail.

E-mail Address of Record for Accounts with Joint and/or Multiple Owners

You are able to provide an e-mail address for each account owner at the time of new account set up or during maintenance on the account. Only one account owner`s authorization is required to enroll in or initiate electronic notification.

For purposes of electronic notification, you will need to designate one of the existing e-mail addresses associated with a joint or multiple owner account as the “e-mail address of record.” The e-mail address of record will be the only e-mail address that electronic notification will be sent to when documents are available for viewing.

The e-mail address of record must be the e-mail address of an account owner who has authority to make transactions and act on behalf of the account. For example, you may not designate the e-mail address of a minor, incompetent or deceased individual as the e-mail address of record. Interested Parties

If you have designated one or more interested parties to receive copies of your account statements, trade confirmations or other documents, they will continue to receive copies of such documents via U.S. Mail.

Information on Systems Requirements

To participate in the electronic notification program you must have a valid e-mail address on record and Internet access via a browser that is Javascript.-enabled. Your internet service provider may apply a charge. Documents are currently provided in Portable Document Format (PDF). In order to access PDF documents, you must have Adobe” Acrobat Reader” software. This software is available for download at no cost at www.adobe.com. Downloading time may be slow. In the event that any documents exceed the maximum data capacity for online viewing and are unable to be provided to you in an electronic format, your Broker/Dealer, NFS and/or their agents will revert such documents you have chosen to view online back to paper delivery. You will continue to be enrolled in the electronic notification program and, when possible, future documents will continue to be provided to you electronically. In the event, however, that it is not feasible or possible to make future documents available for you to view online, your Broker/Dealer, NFS and/or their agents reserve the right to unenroll you from the electronic notification program at any time and revert any documents you have chosen to view online back to paper delivery.

If you do not have the ability to access, print and/or retain PDF documents, do not consent to this Electronic Notification Agreement. By electing to participate in the electronic notification program, you confirm that your personal computer is equipped with the Adobe Acrobat Reader and that you have the ability to access, print and/or retain PDF documents.

If you have difficulty viewing documents electronically, you will need to contact your Broker/Dealer and/or their agents to have them address any such issues. In addition, if at any time after consenting to the electronic notification program you wish to receive a paper copy of a document made available to you for online viewing, you will need to request such paper copy from your Broker/Dealer and/or their agents, who may charge you a fee for such copy. If you have provided a correct e-mail address of record and you experience difficulty in receiving the e-mail notification electronically, it may be necessary for you to contact your internet service provider for further assistance.

Acceptance and Consent

To consent to the terms of electronic notification program as described above, please read the following statement carefully before acceptance: I have read, understand and agree to be bound by the terms and conditions described above. By clicking the “I Agree” button below I consent to receive electronic documents according to the process described above. I understand that I may incur costs, including but not limited to online time and other charges from my internet service provider, in accessing and/or viewing such document(s).

I understand and agree that: (i) certain documents will continue to be delivered to me via U.S. Mail that are not included in the electronic notification program and that in the future some or all of these documents may be made available for me to view online in accordance with this Agreement; (ii) my consent to view documents electronically does not automatically expire and is not limited as to duration; (iii) my Broker/Dealer, NFS and/or their agents may revoke my participation in the electronic notification program at any time at their discretion; (iv) neither my Broker/Dealer, NFS, nor their agents will be liable for any loss, liability, cost, expense, or claim for acting upon this authorization or arising from my use of the product or services provided pursuant to this Agreement; and (v) inserts that may be provided along with my account statements contain important information or disclosures concerning my account and I agree to review such inserts in a timely manner.

DISCLOSURE ON CROSS-BORDER REQUIRED REGULATORY NOTICES AND TRADES

Canadian issuers may merge, acquire, restructure and take other actions that may require notice to shareholders. They may also sometimes accelerate the expiry date of warrants, another action that generally requires notice. Regulatory notifications of such actions are not conveyed to this firm in realtime, but instead are disseminated through an international intermediary system that may delay receipt. We do not control this system, so we cannot guarantee how much, if any, advance notice this firm can provide in various situations involving Canadian regulatory notices.

While we endeavor to advise customers promptly of regulatory notices we receive from Canada, we are not otherwise responsible for searching out developments about customers’ individual holdings. It is important for customers themselves to monitor news affecting their Canadian stocks and warrants.

There are a number of sources where such news may be available. For instance, issuers must file important information with Canadian securities regulators and these filings are online at www.sedar.com. Companies also publish news releases about these actions, and business publishers often distribute them to sites like Yahoo! Finance and others. Issuing companies normally post such news on their own websites as well. The Toronto Stock Exchange and the TSX Venture Exchange also post information (www.TMX.com) and there are a number of other sites and services that carry news of Canadian securities.

Trade orders for Canadian-traded securities generally are routed for execution directly to the trading desks of Canadian financial institutions. This includes those stocks that may also be quoted or shown in the U.S. on the OTCBB or OTC Markets (formerly PinkSheets), since market liquidity and prices are generally more favorable for the customer in Canada. However, where Canadian-traded stocks are also listed on the NYSE, AMEX or NASDAQ prices are generally more favorable for the customer in the U.S. and thus such orders will usually be executed in this country. The Canadian financial institutions charge an agency fee for various services in connection with executing orders, settling trades and converting currency; this is generally 1.125% of the value of the trade, or US$ 0.02 per share, whichever is less, although it may vary under some circumstances, and this fee is in addition to commissions charged by Pennaluna & Company. Agency fees are automatically included in the exchange rate used to convert from U.S. dollars to Canadian dollars and/or from Canadian dollars to U.S. dollars.

Important Information on Penny Stocks

The U.S. Securities and Exchange Commission (SEC) requires your broker to give this statement to you, and to obtain your signature to show that you have received it, before your first trade in a penny stock. This statement contains important information — and you should read it carefully before you sign it, and before you decide to purchase or sell a penny stock.

In addition to obtaining your signature, the SEC requires your broker to wait at least two business days after sending you this statement before executing your first trade to give you time to carefully consider your trade.

Penny stocks can be very risky.

Penny stocks are low-priced shares of small companies. Penny stocks may trade infrequently – which means that it may be difficult to sell penny stock shares once you have them. Because it may also be difficult to find quotations for penny stocks, they may be impossible to accurately price. Investors in penny stock should be prepared for the possibility that they may lose their whole investment.

While penny stocks generally trade over-the-counter, they may also trade on U.S. securities exchanges, facilities of U.S. exchanges, or foreign exchanges. You should learn about the market in which the penny stock trades to determine how much demand there is for this stock and how difficult it will be to sell. Be especially careful if your broker is offering to sell you newly issued penny stock that has no established trading market.

The securities you are considering have not been approved or disapproved by the SEC. Moreover, the SEC has not passed upon the fairness or the merits of this transaction nor upon the accuracy or adequacy of the information contained in any prospectus or any other information provided by an issuer or a broker or dealer.

Information you should get.

In addition to this statement, your broker is required to give you a statement of your financial situation and investment goals explaining why his or her firm has determined that penny stocks are a suitable investment for you. In addition, your broker is required to obtain your agreement to the proposed penny stock transaction.

Before you buy penny stock, federal law requires your salesperson to tell you the “offer” and the “bid” on the stock, and the “compensation” the salesperson and the firm receive for the trade. The firm also must send a confirmation of these prices to you after the trade. You will need this price information to determine what profit or loss, if any, you will have when you sell your stock.

The offer price is the wholesale price at which the dealer is willing to sell stock to other dealers. The bid price is the wholesale price at which the dealer is willing to buy the stock from other dealers. In its trade with you, the dealer may add a retail charge to these wholesale prices as compensation (called a “markup” or “markdown”).

The difference between the bid and the offer price is the dealer’s “spread.” A spread that is large compared with the purchase price can make a resale of a stock very costly. To be profitable when you sell, the bid price of your stock must rise above the amount of this spread and the compensation charged by both your selling and purchasing dealers. Remember that if the dealer has no bid price, you may not be able to sell the stock after you buy it, and may lose your whole investment.

After you buy penny stock, your brokerage firm must send you a monthly account statement that gives an estimate of the value of each penny stock in your account, if there is enough information to make an estimate. If the firm has not bought or sold any penny stocks for your account for six months, it can provide these statements every three months.

Additional information about low-priced securities – including penny stocks – is available on the SEC’s Web site at http://www.sec.gov/investor/pubs/microcapstock.htm. In addition, your broker will send you a copy of this information upon request. The SEC encourages you to learn all you can before making this investment.

Brokers’ duties and customer’s rights and remedies.

Remember that your salesperson is not an impartial advisor – he or she is being paid to sell you stock. Do not rely only on the salesperson, but seek outside advice before you buy any stock. You can get the disciplinary history of a salesperson or firm from FINRA at 1-800-289-9999 or contact FINRA via the Internet at www.finra.org. You can also get additional information from your state securities official. The North American Securities Administrators Association, Inc. can give you contact information for your state. You can reach NASAA at (202) 737-0900 or via the Internet at www.nasaa.org.

If you have problems with a salesperson, contact the firm’s compliance officer. You can also contact the securities regulators listed above. Finally, if you are a victim of fraud, you may have rights and remedies under state and federal law. In addition to the regulators listed above, you also may contact the SEC with complaints at (800) SEC-0330 or via the Internet at Complaint Form.